Exhibit 4.23


 


EXECUTION COPY


 




 





 


PURCHASE
AND SALE AGREEMENT


 


 


BY AND BETWEEN


 


 


KERZNER
INTERNATIONAL NORTH AMERICA, INC.
as Seller


 


 


AND


 


 


RESORTS
REAL ESTATE HOLDINGS, INC.

as Purchaser


 


Premises:


 


 


Certain Parcels located in Atlantic City, New
Jersey


 




 





 

















 


TABLE OF CONTENTS


 


	
  1.

  	
   

  	
  Definition of Certain Terms.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Sale of Premises and Acceptable Title.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Purchase Price and Purchase Money Note and
  Mortgage.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Seller’s Representations to Purchaser.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Purchaser’s Representations to Seller.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Seller’s Closing Obligations and
  Deliveries.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Purchaser’s Closing Obligations and
  Deliveries.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Apportionments.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Closing and Closing Costs.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  “As-Is”
  Condition.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Broker.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Notices.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Parking Facilities Lease.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Miscellaneous.

  	
   

  



 

















 


EXHIBITS


 


	
  Exhibit A

  	
   

  	
  Description of Land

  
	
  Exhibit B

  	
   

  	
  Permitted Exceptions

  
	
  Exhibit C

  	
   

  	
  Form of Note

  
	
  Exhibit D

  	
   

  	
  Form of Mortgage

  
	
  Exhibit E

  	
   

  	
  Rent Schedule

  
	
  Exhibit F

  	
   

  	
  Form of Bargain and Sale Deed

  
	
  Exhibit G

  	
   

  	
  Form of Bill of Sale

  
	
  Exhibit H

  	
   

  	
  Form of Title Affidavit

  
	
  Exhibit I

  	
   

  	
  Form of Assignment and Assumption of Contracts, Leases, Permits and
  Licenses and General Intangibles

  
	
  Exhibit J

  	
   

  	
  Form of Environmental Indemnity

  
	
  Exhibit K

  	
   

  	
  Form of Second Amendment of Parking Facilities Lease

  
	
  Exhibit L

  	
   

  	
  Form of Memorandum of Parking Facilities Lease

  
	
  Exhibit M

  	
   

  	
  Form of Subordination Agreement

  
	
  Exhibit N

  	
   

  	
  Additional Land

  
	
  Exhibit O

  	
   

  	
  Form of Quit Claim Deed

  



 

















 


PURCHASE AND SALE AGREEMENT


 


THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made as of
February 1, 2004, between RESORTS
REAL ESTATE HOLDINGS, INC., a New Jersey corporation (“Purchaser”), and KERZNER INTERNATIONAL NORTH AMERICA, INC.  (f/k/a SUN INTERNATIONAL NORTH AMERICA, INC.),
a Delaware corporation (“Seller”).  Purchaser and Seller are sometimes referred
to individually in this Agreement as a “party” and collectively as the
“parties.”


 


RECITALS:


 


A.            WHEREAS, Seller is the owner of those
certain parcels of land (the “Land”) located in the County of Atlantic,
State of New Jersey, and more particularly described in Exhibit A
attached hereto and the building(s) and other improvements thereon and the
appurtenances and rights described in Article 2; and


 


B.            WHEREAS, Seller and Resorts International
Hotel and Casino, Inc. (f/k/a/ Colony RIH Acquisitions, Inc.), a New Jersey
corporation (“RIHCI”), and an Affiliate of Purchaser, are parties to
that certain Option Agreement dated April 25, 2001
with respect to the sale of the premises to RIHCI (the “Option Agreement”), which Option Agreement has been terminated by mutual consent of the
parties thereto; and


 


C.            WHEREAS,
Purchaser desires to acquire the Premises on terms substantially identical to
those contained in the Option Agreement, except that the Purchase Price (as
defined herein) shall be paid in the form of a secured promissory note rather
than cash and with respect to certain other matters described herein; and


 


D.            WHEREAS, Seller is willing to sell to Purchaser the
Premises, subject to the terms and conditions of this Agreement.


 


NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
each party hereto, and intending to be legally bound hereby, Seller and
Purchaser agree as follows:


 


1.             Definition
of Certain Terms.


 


The
terms defined in this Article 1, whenever used in this Agreement, shall
have the respective meanings indicated below for all purposes of this
Agreement.


 


“Additional
Land”: has the meaning set forth in Article 14(k).


 


“Affiliate”:  of a specified Person means a Person that
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such specified Person.


 


“Agreement”:  means this Agreement (including the Exhibits
hereto), as the same from time to time may be amended, supplemented or waived
in accordance with the terms hereof.


 

















 


“Applicable
Law”:  means, with respect to any
Person, any and all provisions of any and all (i) constitutions, treaties,
statutes, laws (including the common law), rules, regulations, ordinances or
codes of any Governmental Authority applicable to such Person, (ii) Permits
applicable to such Person, and (iii) orders,
decisions, injunctions, judgments, awards and decrees of or agreements with any
Governmental Authority, in each case in this clause (iii) specifically naming
such Person.


 


“Assignment and Assumption Agreement”:  has the meaning set forth in
Article 6(j).


 


“Bill
of Sale”:  has the meaning set forth
in Article 6(f).


 


“Closing”:  has the meaning set forth in
Article 9(a).


 


“Closing
Date”:  has the meaning set forth in
Article 9(a).


 


“Code”:  means the Internal Revenue Code of 1986, as
amended.


 


“Collateral Agreements”: means the Mortgage, the Holdings Guarantee, the RNN Guarantee, the
Stock Pledge Agreement, the Security Agreement and the Master Agreement.


 


“Consent”:  means any consent, approval, authorization,
waiver, permit, grant, franchise, concession, agreement, license, exemption or
order of, registration, certificate, declaration or filing with, or report or
notice to, any Person, including any Governmental Authority.


 


“control”
(including the terms “controlled by” and “under common control with”):  means the possession, directly or
indirectly, of the power to direct or cause the direction of the management
policies of a Person, whether through the ownership of voting securities, by
contract or credit arrangement, as trustee or executor, or otherwise.


 


“Deed”:
has the meaning set forth in Article 6(d).


 


“$”
or “dollars”:  means lawful money
of the United States of America.


 


“Environmental
Indemnity Agreement”: has the meaning set forth in Article 6(k).


 


“FIRPTA”:
has the meaning set forth in Article 6(g).


 


“Governmental
Approval”:  means any Consent of,
with or to any Governmental Authority.


 


“Governmental
Authority”:  means (i) any foreign
or domestic nation or government, any state, county, local or municipal
government or administrative agency or other political subdivision thereof,
(ii) any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government, (iii) any government
authority, agency, department, board, commission or instrumentality, (iv)


 


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any
court or administrative tribunal, (v) any non-governmental agency, tribunal or
entity that is vested by a Governmental Authority with applicable jurisdiction,
or (vi) any
tribunal or arbitrator(s) of competent jurisdiction, or any self-regulatory
organization.


 


“Holdings”: shall mean Colony RIH Holdings, Inc., a Delaware corporation.


 


“Holdings
Guaranties”: has the meaning set forth in Article 3(b).


 


“Improvements”:
has the meaning set forth in Article 2(a)(i).


 


“include”,
“includes”, “included” and “including”:  shall be construed as if followed by the
phrase “without being limited to”.


 


“Land”:
has the meaning set forth in Recital A.


 


“Loan”:
has the meaning set forth in Article 3(c)(i).


 


“Leases”:
has the meaning set forth in Article 4(e).


 


“Master
Agreement”: has the meaning set forth in Article 3(b).


 


“Memorandum
of Parking Facilities Lease”: has the meaning set forth in
Article 7(o).


 


“Mortgage”:
has the meaning set forth in Article 3(b).


 


“MOA”:
has the meaning set forth in Article 6(j).


 


“New
Pier” means New Pier
Operating Company, Inc., a Delaware corporation.


 


“Note”:
has the meaning set forth in Article 3(b).


 


“Notice”:
has the meaning set forth in Article 12.


 


“Option Agreement”: has the meaning
set forth in the Recitals.


 


“Parking
Facilities Lease”: has the meaning set forth in Article 13.


 


“Permit”:  means any permit, approval, consent,
authorization, license, variance, or permission required by a Governmental
Authority under any Applicable Law .


 


“Permitted
Exceptions”:  has the meaning set
forth in Article 2(b)(i).


 


“Person”
or “person”:  means any natural
person, firm, partnership, association, corporation, company, limited liability
company, trust, business trust, Governmental Authority or other entity.


 


“Personal
Property”: has the meaning set forth in Article 6(f).


 


“Premises”:
has the meaning set forth in Article 2(a).


 


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“Purchase
Price”:  has the meaning set forth
in Article 3(a).


 


“Purchaser”:
has the meaning set forth in the first paragraph of this Agreement.


 


“Quit
Claim Deed”: has the meaning set forth in Article 14(k).


 


“Real
Property”: means the Improvements and the Land.


 


“Rent
Schedule”: has the meaning set forth in Article 4(e).


 


“Resort Entities”: means Colony RIH Holdings, Inc., RIHCI, Resorts International Hotel,
Inc., Purchaser, New Pier Operating Company, Inc., each, a “Resort Entity”.


 


“RIH”: means Resorts International Hotel, Inc., a New Jersey corporation.


 


“RIHCI”:
has the meaning set forth in the Recitals.


 


“RRN
Guaranties”: has the meaning set forth in Article 3(b).


 


“Second
Amendment of Parking Facilities Lease”: has the meaning set forth in
Article 7(n).


 


“Security Agreement”: has the meaning set forth in Article 3(b).


 


“Seller”:  has the meaning set forth in the first
paragraph of this Agreement.


 


“Seller’s
Actual Knowledge”, and words or phrases of
similar import, means (i) the actual knowledge of Charles Adamo, and (ii) the
actual knowledge of, or the actual knowledge that would be present after
reasonable inquiry of, William Murtha or John Allison.


 


“Seller
Indemnitees”: means Seller and its Affiliates and their respective
successors, officers, directors, shareholders and employees.


 


“Stock
Pledge Agreement”: has the meaning set forth in Article 3(b).


 


“Subordination
Agreement”: has the meaning set forth in Article 7(p).


 


“Title
Affidavits”: has the meaning set forth in Article 6(h).


 


“Transfer
Tax”:  has the meaning set forth in
Article 9(b).


 


2.             Sale of Premises and Acceptable Title.


 


(a)           Seller shall sell, transfer, set over,
convey, assign and deliver to Purchaser, and Purchaser shall purchase, acquire
and accept from Seller, at the price and upon the terms and conditions set
forth in this Agreement the following (herein collectively, the “Premises”):


 


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(i)            fee simple title to the Land and all
buildings and other improvements, if any, presently situated on the Land
(collectively, the “Improvements”);


 


(ii)           all right, title and interest of Seller, if
any, in and to any easements, rights-of-way, privileges, licenses, interests,
development and other rights and appurtenances of any kind relating to or
appertaining to the Real Property, including, without limitation, all right,
title and interest of Seller, if any, in and to any adjacent vaults, alleys,
strips or gores of land, and any air, zoning or development rights appurtenant
to the Real Property;


 


(iii)          all right, title and interest of Seller in
and to the fixtures and personal property, if any, attached or appurtenant to
the Real Property; and


 


(iv)          all right, title and interest of Seller in
any transferable Permits held by Seller that primarily relate to its ownership
of the Premises.


 


(b)           Seller shall convey and Purchaser shall
accept marketable title to the Premises in accordance with the terms of this
Agreement, subject only to:


 


(i)            the matters set forth in Exhibit B
attached hereto (collectively, the “Permitted Exceptions”); and


 


(ii)           such other matters as the Title Company
shall be willing, without special or additional premium, to omit as exceptions
to coverage or to except with insurance against collection out of or
enforcement against the Premises, provided that (y) such other matters are
omitted from any title insurance policy issued at Closing to any unaffiliated
mortgagee, and (z) Purchaser’s Title Company agrees to insure any subsequent
purchaser and/or subsequent mortgagee in the same manner as herein specified
regardless of the amount of insurance purchased by or for such subsequent
purchaser or mortgage.


 


3.             Purchase Price and Purchase Money Note and Mortgage.


 


(a)           The purchase price (the “Purchase Price”)
to be paid by Purchaser to Seller for the Premises is $40,000,000.00.


 


(b)           The Purchase Price shall be paid by the
delivery by Purchaser, as maker, to Seller, as payee, of a secured promissory
note (the “Note”) in the amount of the Purchase Price in the form
attached hereto as Exhibit C.  The Note shall be secured by (i) that certain Mortgage made by
Purchaser for the benefit of Seller and intended to be recorded in the offices
of the Clerk of Atlantic County, New Jersey (the “Mortgage”) in the form
attached hereto as Exhibit D, which Mortgage shall encumber
the Premises, (ii) those certain Guaranties made by Holdings for the benefit of Seller (the
“Holdings Guaranties”) in the
form attached to the Master Agreement, (iii) that certain Stock Pledge
Agreement made


 


5

















 


by
Holdings for the benefit of Seller (the “Stock Pledge Agreement”) in the
form attached to the Master Agreement, (iv) that certain Guaranty made by
RIHCI, New Pier and RIH for the benefit of Seller (the “RRN Guaranty”) in the
form attached to the Master Agreement, (v) that certain Security Agreement made
by Purchaser for the benefit of Seller (the “Security Agreement”) in the
form attached to the Master Agreement, and (vi) that certain agreement made by
the Resort Entities for the benefit of Seller (the “Master Agreement”).


 


(c)           Terms of Note and Mortgage.


 


(i)            The Note shall evidence a loan by Seller to
Purchaser (the “Loan”) to enable Purchaser to acquire the Premises.


 


(ii)           The Mortgage shall be a purchase money
mortgage and shall be a first lien on the unencumbered, marketable, fee simple
title to the Real Property subject only to the Permitted Exceptions.


 


4.             Seller’s Representations to Purchaser.


 


Seller hereby makes the following
representations and warranties to Purchaser, each of which is true in all
material respects as of the date hereof:


 


(a)           Seller is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization.  Seller has the requisite
corporate power and authority to carry on its business as currently conducted
by it and to own, operate or lease its properties currently owned, operated or
leased by it.


 


(b)           Seller has the requisite corporate power and
authority to execute and deliver this Agreement, to perform fully its
obligations hereunder, and to consummate the transactions contemplated
hereby.  The execution and delivery by
Seller of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by all requisite corporate action of
Seller.  Seller has duly executed and
delivered this Agreement.  This
Agreement is a legal, valid and binding obligation of Seller, enforceable
against it in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and by equitable principles, including
those limiting the availability of specific performance, injunctive relief and
other equitable remedies and those providing for equitable defenses.


 


(c)           The execution, delivery and performance by
Seller of this Agreement, and the consummation of the transactions contemplated
hereby, do not and will not, directly or indirectly, contravene or conflict
with or result in a violation of or under (with or without the giving of notice
or the lapse of time or both) (i) any provision in the charter or bylaws of
Seller, (ii) any Applicable Law applicable to Seller or any of Seller’s
properties or assets, or (iii) any contract, agreement or


 


6

















 


other instrument applicable to Seller or any
of Seller’s properties or assets, except, in the case of clauses (ii) and
(iii), for violations and defaults that would not materially impair the ability
of Seller to perform its obligations under this Agreement or to consummate the
transactions contemplated hereunder.


 


(d)           No Governmental Approval or other Consent is
required to be obtained or made by Seller in connection with the execution and
delivery by Seller of this Agreement or the consummation of the transactions
contemplated hereunder, except any notice that may be required under the MOA.


 


(e)           Exhibit E sets forth a
true, correct and complete copy of the rent roll of the Premises as of the date
hereof (the “Rent Schedule”) and lists all material defaults of which
Seller has knowledge under the leases listed therein (each a “Lease”
and, collectively, the “Leases”). 
Other than the Leases, there are no leases or other rights of occupancy
which have been granted by Seller at the Premises.  Except as identified on Exhibit E, no tenant
under any of the Leases has made any written claim of default by the
landlord.  No rents or other payments or
deposits are held by Seller as landlord under any Lease except the security
deposits as set forth on the rent roll and rents prepaid for the current
month.  Except as set forth on Exhibit E,
no rents due under, or any other interest in, any of the Leases have been
assigned, pledged or encumbered in any way. 
All security deposits are being, and have been, held in compliance with
all laws, ordinances, orders, rules, regulations and requirements of any
Governmental Authority which may be applicable thereto.


 


(f)            To Seller’s Actual Knowledge, there are no
condemnation proceedings or eminent domain proceedings of any kind pending
against the Premises or any portion thereof, and no written notice of any
threatened condemnation proceedings or eminent domain proceedings of any kind
against the Premises or any portion thereof has been received by Seller.


 


(g)           Except as set forth in the MOA, to Seller’s
Actual Knowledge, there is no action, suit, proceeding, arbitration, citation,
summons, subpoena, or investigation, civil, criminal, regulatory or otherwise,
in law or in equity, pending by or threatened in writing against Seller
involving the Premises.


 


(h)           Seller has good and
marketable title to the Premises, subject only to the Permitted Exceptions.


 


(i)            The representations
and warranties of Seller contained in this Article 4 are in the nature of
conditions and Purchaser shall independently satisfy itself as to the matters
contained therein and none of such representations and warranties will survive
the Closing.


 


5.             Purchaser’s Representations to Seller.


 


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Purchaser hereby makes the following
representations and warranties to Seller, each of which is true in all material
respects as of the date hereof:


 


(a)           Purchaser is a corporation duly organized
and validly existing under the laws of the State of New Jersey and has the
requisite power and authority to carry on its business as currently conducted
by it and own or lease its properties currently owned or leased by it.


 


(b)           Purchaser has the requisite power and
authority to execute and deliver this Agreement and the Collateral Agreements
to be executed and delivered by it, to perform fully its obligations hereunder
and thereunder, and to consummate the transactions contemplated hereby and
thereby.  The execution and delivery by
Purchaser of this Agreement and the Collateral Agreements and the consummation
of the transactions contemplated hereby and thereby have been duly authorized by
all requisite action of Purchaser.  Purchaser
has duly executed and delivered this Agreement and the Collateral
Agreements.  This Agreement and the
Collateral Agreements are legal, valid and binding obligations of Purchaser,
enforceable against it in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and by equitable
principles, including those limiting the availability of specific performance,
injunctive relief and other equitable remedies and those providing for
equitable defenses.


 


(c)           The execution, delivery and performance by
Purchaser of this Agreement and the Collateral Agreements, and the consummation
of the transactions contemplated hereby and thereby, do not and will not,
directly or indirectly, contravene or conflict with or result in a violation of
or under (with or without the giving of notice or the lapse of time or both)
(i) any provision in the certificate of incorporation or bylaws of Purchaser , (ii)
any resolution adopted by the board of directors or the stockholders of
Purchaser, (iii) any Applicable Law applicable to Purchaser or any of its
respective properties or assets, or (iv) any contract, agreement or other
instrument applicable to Purchaser or any of its properties or assets, except,
in the case of clauses (iii) and (iv) for violations and defaults that would
not materially impair the ability of Purchaser perform its obligations under
this Agreement or the Collateral Agreements.


 


(d)           Except for the approval of the New Jersey
Casino Control Commission, which approval has been obtained, no Governmental
Approval or other Consent is required to be obtained or made by Purchaser in
connection with the execution and delivery of this Agreement or the Collateral
Agreements or the consummation of the transactions contemplated hereby or
thereby.


 


(e)           There is no action, suit or proceeding
pending, or to Purchaser’s knowledge, threatened, by or against or affecting
Purchaser or any of its Affiliates in connection with or relating to the
transactions contemplated by this Agreement


 


8

















 


or the Collateral Agreements or of any action
taken or to be taken in connection herewith or therewith or the consummation of
the transactions contemplated hereby thereby.


 


(f)            The representations and warranties of
Purchaser contained in this Article 5 are in the nature of conditions and
Seller shall independently satisfy itself as to the matters contained therein
and none of such representations and warranties will survive the Closing.


 


6.             Seller’s Closing Obligations and Deliveries.


 


At the Closing, Seller shall deliver the
following to Purchaser:


 


(a)           A certified copy of the resolutions of
Seller’s Board of Directors authorizing the execution and delivery of this
Agreement and the performance by Seller of its obligations hereunder.


 


(b)           A certificate of incumbency with respect to
the office and authority of the officer of Seller executing this Agreement and
the other documents delivered by Seller at Closing, duly executed by the
Secretary or any Assistant Secretary of Seller.


 


(c)           A certificate of good standing of Seller
from the proper authority of the jurisdiction in which Seller is incorporated.


 


(d)           A bargain and sale deed with covenant
against grantor’s acts in the form of Exhibit F hereto (the
“Deed”) duly executed by Seller.


 


(e)           Transfer Tax forms required to be executed
by Seller.


 


(f)            A bill of sale with respect to all personal
property (if any) included in the transaction contemplated herein (the “Personal
Property”), in substantially the form of Exhibit G
hereto (the “Bill of Sale”), duly executed by Seller.


 


(g)           An affidavit of non-foreign status, as
required by Article 1445 of the Code (“FIRPTA”), duly executed by Seller.


 


(h)           The title affidavit in the form attached
hereto as Exhibit H, duly executed by Seller and such other
duly executed and acknowledged or verified certificates, affidavits and other
documents reasonably requested by the Title Company to evidence Seller’s
authority or to omit from its title insurance policy exceptions for judgments,
bankruptcies or other returns against different entities whose names are the
same as or similar to Seller’s name (collectively, the “Title Affidavits”).


 


(i)            A schedule updating the Rent
Schedule and setting forth all arrears in rents and all prepayments of
rents, certified by Seller to be accurate as of the Closing Date.


 


9

















 


(j)            The Assignment and Assumption of Contracts,
Leases, Permits and Licenses and General Intangibles relating to the Premises,
in substantially the form of Exhibit I hereto (the “Assignment
and Assumption Agreement”), together with originals or certified copies of
the contracts, licenses and permits assigned pursuant thereto, which Assignment
and Assumption Agreement shall include (1) an assignment and assumption of
Seller’s obligations under that certain Agreement dated June 22, 1995 by
and between Marina Associates, a New Jersey general partnership, and Resorts
International, Inc., a Delaware corporation, a copy of which is attached
hereto; (2) an assignment and assumption of any obligations or liability of
Seller under the Memorandum of Agreement between the New Jersey Department of
Environmental Protection and Griffin Gaming and Entertainment, Inc. dated May
30, 1996 pertaining to property known as 1201-1239 Boardwalk (the “MOA”);
and (3) the Parking Facilities Lease (as hereinafter defined).


 


(k)           The Environmental Indemnity Agreement in the
form attached hereto as Exhibit J (the “Environmental
Indemnity Agreement”), duly executed by Seller.


 


(l)            All other previously undelivered documents
that Seller is required to deliver to Purchaser pursuant to this Agreement
prior to the Closing.


 


7.             Purchaser’s Closing Obligations and Deliveries.


 


At the Closing, Purchaser shall deliver or
cause to be delivered the following:


 


(a)           The Note, duly executed by Purchaser.


 


(b)           The Mortgage, duly executed by Purchaser.


 


(c)           The
Holdings Guaranties, duly executed by Holdings.


 


(d)           The RRN
Guaranty, duly executed by RIHCI, New Pier, and RIH.


 


(e)           The
Security Agreement, duly executed by Purchaser.


 


(f)            The Master
Agreement, duly executed by Purchaser, RIHCI, RIH and New Pier.


 


(g)           The Stock Pledge Agreement, duly executed by
Holdings.


 


(h)           Evidence of the authority of Purchaser and
the Resort Entities to execute and deliver this Agreement and the Collateral
Agreements and to perform their respective obligations hereunder and
thereunder.


 


(i)            Documents evidencing (i) the office and
authority of the officer of Purchaser executing on behalf of Purchaser this
Agreement and the other documents delivered by Purchaser at the Closing and
(ii) the office and authority


 


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of the officers of the Resort Entities
executing on behalf of the Resort Entities the Collateral Agreements.


 


(j)            A certified Certificate of Incorporation
for Purchaser issued by the Secretary of State of the State of New Jersey and
certified Certificates of Incorporation for each of the Resort Entities issued
by the Secretary of State of the state of its organization.


 


(k)           A Certificate of Good Standing for Purchaser
issued by the Secretary of State of the State of New Jersey and certificates of
good standing for each of the Resort Entities issued by the Secretary of State
of the state of its organization.


 


(l)            The Assignment and Assumption Agreement
duly executed by Purchaser.


 


(m)          The Environmental Indemnity Agreement, duly
executed by Purchaser and RIHCI.


 


(n)           The Second Amendment of Lease in the form
attached hereto as Exhibit K (the “Second Amendment of Parking
Facilities Lease”), duly executed by Purchaser and RIHCI.


 


(o)           The Memorandum of Second Amendment of Lease
in the form attached hereto as Exhibit L (the “Memorandum
of Parking Facilities Lease”), duly executed by Purchaser and RIHCI.


 


(p)           The Subordination Agreement in the form
attached hereto as Exhibit M (the “Subordination
Agreement”), duly executed by Purchaser and RIHCI.


 


(q)           All other previously undelivered documents
that Purchaser is required to deliver to Seller pursuant to this Agreement at
or prior to the Closing.


 


8.             Apportionments.


 


(a)           The following apportionments shall be made
between the parties at the Closing as of midnight on the day prior to the
Closing Date:


 


(i)            real estate taxes, water charges and sewer
rents, if any, on the basis of the fiscal period for which assessed;


 


(ii)           rents due under the Leases;


 


(iii)          permitted administrative charges, if any, on
tenants’ security deposits; and


 


(iv)          value of fuel stored on the Premises, at the
price paid to Seller’s supplier, including any taxes;


 


(b)           If any tenant is in arrears in the payment
of rent on the Closing Date, rent


 


11

















 


received from such tenant after the Closing
shall be applied as between Seller and Purchaser in the following order of
priority: (i) first to any month or months following the month in which the
Closing occurred (and apportioned as per clause (a) above); (ii) then to the month
in which the Closing occurred; and (iii) then to the period preceding the month
in which the Closing occurred.  If any
rent received by Seller or Purchaser after the Closing is payable to the other
party by reason of this allocation, the recipient shall promptly pay to the
other party the appropriate sum, less a proportionate share of its costs of
collection, including reasonable attorneys’ fees and disbursements.


 


(c)           If the Closing occurs before the tax rate is
fixed for the current fiscal period, the apportionment of taxes at the Closing
shall be on the basis of the most recent tax rate for the preceding period
applied to the latest assessed valuation.


 


(d)           If any apportionment is based on estimates,
incomplete data or mutual mistake, it shall be recomputed when final data
become available and the parties shall promptly correct any overpayment or
underpayment.


 


(e)           Notwithstanding anything to the contrary
contained herein, the party owing the payment required as a result of the
apportionments provided herein shall pay, at Closing to the other party by
check or wire transfer, such amount due.


 


(f)            The obligations of the parties under this
Article 8 shall survive the Closing.


 


9.             Closing and Closing Costs.


 


(a)           The closing of the transaction contemplated hereby
(the “Closing”) shall take place at the offices of Proskauer Rose LLP,
1585 Broadway, New York, New York or at another mutually agreeable location, on
                   ,
2004 (“Closing Date”).


 


(b)           Purchaser shall pay all transfer taxes and
fees incurred in connection with the transactions consummated pursuant to the
terms of this Agreement (“Transfer Tax”).


 


10.           “As-Is” Condition.


 


Except as provided herein,
Purchaser shall take title to the Premises in its “as is” condition, subject to
all federal, state, county and municipal laws, ordinances, rules and
regulations now, heretofore, or hereafter in effect.  Seller has not made, does not hereby make, and hereby disclaims
any representations or warranties regarding the physical, subsurface, or environmental
conditions (including, without limitation, the presence of any hazardous
substances or the existence, discharge, release, or cleanup of wastes or other
conditions that may be regulated by any federal, state, county or municipal
law, rules, or regulation), the expenses, operation, value, adequacy or fitness


 


12

















 


for any
particular use of the Premises, the legal uses to which the Premises may be
put, the zoning, other regulatory or development requirements or restrictions,
or any other matter or thing affecting or relating to the Premises or these
transaction, and Purchaser expressly acknowledges that no such representations
or warranties have been made.  Seller shall
not be liable or bound in any manner by any express or implied warranties,
guaranties, promises, statements, representations or information pertaining to
the Premises, made or furnished by any agent, employee, servant or other person
representing or purporting to represent Seller, unless such warranties,
guaranties, promises, statements, representations or information are expressly
and specifically set forth herein.


 


As to the Premises, except as
expressly provided in the Environmental Indemnity Agreement, Purchaser releases
Seller and the other Seller Indemnitees from, and waives and relinquishes, any
and all claims, liabilities, causes of actions, damages, rights or remedies
Purchaser may have at law, in equity, or both, against Seller or any other
Seller Indemnitees, as the result of, or in any manner arising from or in
connection with, any Environmental Condition (as defined in the Environmental
Indemnity Agreement) or any Environmental Laws (as defined in the Environmental
Indemnity Agreement).


 


11.           Broker.


 


Each party represents to the other that it
has dealt with no broker, agent or finder in connection with the transactions
contemplated by this Agreement.  Each
party shall indemnify, hold harmless and defend the other from and against all
loss, liability, damage, litigation, sums paid in settlement of any of the
foregoing and cost (including reasonable attorneys’ fees and disbursements)
arising from any claim by any other person that he acted on behalf of the
indemnitor in connection with the transactions contemplated by this Agreement.  The obligations of the parties under this
Article 11 shall survive the Closing or, if the Closing does not occur,
the termination of this Agreement.


 


12.           Notices.


 


(a)           All notices, requests, demands, approvals,
consents, waivers and other communications required or permitted to be given
under this Agreement (each, a “Notice”) shall be in writing and shall be
(i) delivered personally, (ii) mailed by first class, registered or certified
mail, return receipt requested, postage prepaid, (iii) sent by next-day or
overnight mail or delivery, or (iv) sent by facsimile transmission, provided
that the original copy thereof also is sent by prepaid, first-class certified
or registered mail or by next-day or overnight mail or personal delivery.


 


13

















 


	
   

  	
  if to
  Purchaser, to

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c/o Resorts International Hotel, Inc.

  	
   

  
	
   

  	
   

  	
  1133 Boardwalk

  	
   

  
	
   

  	
   

  	
  Atlantic City, NJ 10021

  	
   

  
	
   

  	
   

  	
  Facsimile:               (609)
  340-7896

  
	
   

  	
   

  	
  Attention:              Ms.
  Audrey Oswell

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with copies to:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Willkie Farr & Gallagher

  	
   

  
	
   

  	
   

  	
  787 Seventh Avenue

  	
   

  
	
   

  	
   

  	
  New York, NY 10019

  	
   

  
	
   

  	
   

  	
  Facsimile:               (212)
  728-8111

  
	
   

  	
   

  	
  Attention:              Thomas
  M. Cerabino, Esq.

  
	
   

  	
   

  	
   

  
	
   

  	
  if to Seller, to

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c/o Kerzner International Limited

  	
   

  
	
   

  	
   

  	
  Coral Towers

  	
   

  
	
   

  	
   

  	
  Paradise Island, The Bahamas

  	
   

  
	
   

  	
   

  	
  Facsimile:               (242)
  363-4581

  
	
   

  	
   

  	
  Attention:              Charles
  D. Adamo

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with copies to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kerzner International North America, Inc.

  	
   

  
	
   

  	
   

  	
  Linwood Commons

  	
   

  
	
   

  	
   

  	
  2106 New Road

  	
   

  
	
   

  	
   

  	
  Suite C7

  	
   

  
	
   

  	
   

  	
  Linwood, NJ 08221

  	
   

  
	
   

  	
   

  	
  Facsimile:               (609) 653-9931

  
	
   

  	
   

  	
  Attention:              William Murtha

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Proskauer Rose LLP

  	
   

  
	
   

  	
   

  	
  1585 Broadway

  	
   

  
	
   

  	
   

  	
  New York, NY 10036-82999

  	
   

  
	
   

  	
   

  	
  Facsimile:               (212) 969-2900

  
	
   

  	
   

  	
  Attention:              James P. Gerkis, Esq.

  
					



 


or, in each case, at such other
address as may be specified in a Notice to the other party hereto.  Any Notice shall be deemed effective and
given upon receipt (or intentional refusal of receipt of the addressee of such
Notice).


 


14

















 


13.           Parking Facilities Lease.  


 


Seller, as landlord, and RIHCI, as tenant,
are parties to that certain Lease Agreement dated April 25, 2001, as
amended by the First Amendment of Lease Agreement, dated as of October 4,
2002, for certain portions of the Premises (“Parking Facilities Lease”).  The parties hereto acknowledge and agree
that (i) upon the termination of the Option Agreement, the term of the
Parking Facilities Lease converted into a lease on a month-to-month basis and,
immediately upon Closing, Purchaser and RIHCI are entering into the Second
Amendment of Parking Facilities Lease, and (ii) in connection with the
termination of the Option Agreement and entering into the Assignment and
Assumption Agreement, Seller and RIHCI have executed and delivered the
Environmental Indemnity Agreement on or prior to the date hereof.


 


14.           Miscellaneous.


 


(a)           This Agreement shall be binding upon, inure
to the benefit of, and be enforceable by, the parties and their respective
permitted successors and assigns.


 


(b)           Each party shall execute, acknowledge and
deliver to the other such instruments, and take such other actions, as the
other may reasonably request in order to comply with Article 6045(e) of
the Code, in connection with the reporting of information in respect of the
transactions contemplated by this Agreement. 
The obligations of the parties under this Article 14(b) shall
survive the Closing.


 


(c)           The
delivery of the deed by Seller, and the acceptance thereof by Purchaser, shall
be deemed the full performance and discharge of every obligation on the part of
Seller  to be performed
hereunder, except those obligations of Seller which are
expressly stated in this Agreement to survive the Closing.


 


(d)           This Agreement embodies the entire
understanding between the parties with respect to the transactions contemplated
herein, and all prior agreements, understandings, representations and
statements, oral or written, are merged into this Agreement.  Either party may waive any provision of this
Agreement which is for its benefit. 
Neither this Agreement nor any provision hereof may be waived, amended,
discharged or terminated except by an instrument signed by the party against
whom the enforcement of such waiver, amendment, discharge or termination is
sought, and then only to the extent set forth in such instrument.


 


(e)           If any term or provision of this Agreement
or the application thereof to any person or circumstances shall to any extent
be invalid or unenforceable, the remainder of this Agreement or the application
of such term or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable shall not be affected thereby, and
each term and provision of this Agreement shall be valid and enforceable to the
extent permitted by law.


 


15

















 


(f)            This Agreement shall be governed by, and
construed in accordance with, the law of the State of New Jersey without regard
to its conflicts of laws principles.


 


(g)           The table of contents and the captions in
this Agreement are for convenience of reference only and do not define or limit
the scope or intent of this Agreement or any of the provisions hereof.


 


(h)           As used in this Agreement, the masculine
shall include the feminine and neuter, the singular shall include the plural
and the plural shall include the singular, as the context may require.


 


(i)            If the provisions of any schedule or
exhibit to this Agreement are inconsistent with the provisions of this
Agreement, the provisions of such schedule or exhibit shall prevail.


 


(j)            IT IS MUTUALLY AGREED BY AND BETWEEN SELLER
AND PURCHASER THAT THE RESPECTIVE PARTIES HERETO SHALL AND THEY HEREBY DO WAIVE
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF
THE PARTIES HERETO AGAINST THE OTHER (EXCEPT FOR PERSONAL INJURY OR PROPERTY
DAMAGE) ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH
THIS AGREEMENT, THE RELATIONSHIP OF SELLER AND PURCHASER, PURCHASER’S USE OF OR
OCCUPANCY OF THE PREMISES, AND ANY EMERGENCY STATUTORY OR ANY OTHER STATUTORY
REMEDY.


 


(k)           In addition to the
Premises to be transferred by Seller to Purchaser pursuant to this Agreement,
Seller shall transfer, convey and assign to Purchaser, and Purchaser shall
acquire and accept from Seller, all of Seller’s right, title and interest, if
any, in that certain parcel of land (the “Additional Land”) located in
the City of Absecon, County of Atlantic, State of New Jersey, and more
particularly described on Exhibit N attached hereto and the
buildings and other improvements thereon and the appurtenances and rights of
Seller, if any, thereto.  At the
Closing, Seller shall deliver a quit claim deed in the form of Exhibit O
attached hereto (the “Quit Claim Deed”) duly executed by Seller.  Notwithstanding anything contained in this
Agreement to the contrary, the transfer and assignment of the Additional Land
pursuant to this Agreement and the Quit Claim Deed is made without
representation or warranty, express or implied, by, or recourse against, Seller
of any kind whatsoever and Seller makes no promises as to ownership or title of
the Additional Land, but simply transfers whatever interest Seller has to
Purchaser.  Notwithstanding the
foregoing, Seller, at Purchaser’s request and sole expense, shall reasonably
cooperate and assist Purchaser in its efforts to obtain clear title to the
Additional Land.


 


(remainder of page left intentionally blank)


 


16

















 


IN WITNESS WHEREOF, Purchaser and Seller have
duly executed this Agreement as of this 1st day of February, 2004.


 


	
  PURCHASER:

  	
  RESORTS REAL ESTATE HOLDINGS, INC.,

  a New Jersey corporation

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Nick Ribis

  	
   

  
	
   

  	
  Name:  Nick Ribis

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  SELLER:

  	
  KERZNER INTERNATIONAL NORTH

  AMERICA, INC.,
a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ William C. Murtha

  	
   

  
	
   

  	
  Name: 
  William C. Murtha

  
	
   

  	
  Title: 
  Senior Vice President & Corporate Counsel

  
	
   

  	
   

  	
   

  
					



 


17